Special Tax Allocations. The allocations in this Section 6.9 shall be given effect before giving effect to the allocations contained in Sections 6.1 through Section 6.5:
(a) Notwithstanding any provision contained herein to the contrary, if the amount of Net Loss and Loss for any Adjustment Period that would otherwise be allocated to a Member hereunder would cause or increase a deficit balance in such Member’s Capital Account to an amount in excess of the sum of such Member’s share of Minimum Gain as of the last day of such Adjustment Period, then a proportionate part of such Net Loss and Loss equal to such excess shall be allocated proportionately first to the other Members in an amount up to, but not in excess of, the amount that would cause or increase a deficit balance in each of such Member’s Capital Accounts to an amount equal to the sum of their respective shares of Minimum Gain as of the last day of such Adjustment Period. For purposes of this Section 6.9(a), each Member’s Capital Account shall be computed as of the last day of such Adjustment Period in the manner provided in the definition of Capital Account, but shall be reduced for the items described in Section 1.704-1(b)(2)(ii)-(d)(4), (5) and (6) of the Treasury Regulations interpreting the IRC.
(b) Notwithstanding any provision in this Agreement to the contrary, if any of the Members, as of the last day of any Adjustment Period, has a deficit balance in its Capital Account that exceeds the sum of its share of Minimum Gain as of such last day, then all items of income and gain of the Company (consisting of a prorata portion of each item of Company income, including gross income and Gain) for such Adjustment Period shall be allocated to such Members in the amount and in the proportions required to eliminate such excess as quickly as possible. For purposes of this Section, a Member’s Capital Account shall be computed as of the last day of an Adjustment Period in the manner provided in the definition of Capital Account, but shall be increased by any allocation of income to such Member for such Adjustment Period under Section 6.9(c).
(c) Notwithstanding any provision in this Agreement to the contrary, if there is a net decrease in the Minimum Gain during any Adjustment Period, then all items of gross income and Gain of the Company for such Adjustment Period (and, if necessary, for subsequent Adjustment Periods) shall be allocated to each Member in proportion to, and to the extent of, an amount equal to the greater of (i)...
Special Tax Allocations. The following special allocations shall be made in the following order:
Special Tax Allocations. Items of income, gain, loss, expense or credit resulting from a Covered Audit Adjustment shall be allocated to the Partners in accordance with the applicable provisions of the Partnership Audit Tax Rules.
Special Tax Allocations. Notwithstanding any other provision to the contrary in this Agreement, the following provisions shall apply:
Special Tax Allocations. In accordance with Code Sections 704(b) and 704(c) and the Treasury Regulations thereunder, income, gain, loss and deduction with respect to any asset contributed to the capital of the Company will, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its fair market value at the time of contribution to the Company.
Special Tax Allocations. (a) [Reserved].
(b) Minimum Gain Chargeback/Member Minimum Gain Chargeback. If there is a net decrease in "partnership minimum gain" (within the meaning of Regulation Section 1.704-2(d)) for an Allocation Period with respect to Topaz, then there shall be allocated to each Topaz Member items of income and gain of Topaz for that Allocation Period (and if necessary subsequent Allocation Periods) equal to that Topaz Member's share of the net decrease in partnership minimum gain (within the meaning of Regulation Section 1.704-2(g)(2)), subject to the exceptions set forth in Regulation Section 1.704-2(f)(2) and (3), and to any exceptions provided by the Commissioner of the Internal Revenue Service pursuant to Regulation Section 1.704-2(f)(5), provided, that if Topaz Topaz LLC Agreement has any discretion as to an exception provided pursuant to Regulation Section 1.704-2(f)(5), the Tax Matters Member may exercise reasonable discretion on behalf of Topaz, which discretion shall be exercised in good faith so as not to prejudice the interests of any Topaz Member. The foregoing is intended to be a "minimum gain chargeback" provision as described in Regulation Section 1.704-2(f) and shall be interpreted and applied in all respects in accordance with that Regulation. If during an Allocation Period there is a net decrease in "partner nonrecourse debt minimum gain" (as determined in accordance with Regulation Section 1.704-2(i)(3)) with respect to Topaz, then, in addition to the amounts, if any, allocated pursuant to the preceding paragraph, any Topaz Member with a share of that partner nonrecourse debt minimum gain (determined in accordance with Regulation Section 1.704-2(i)(5)) as of the beginning of the Allocation Period shall, subject to the exceptions set forth in Regulation Section 1.704-2(i)(4), be allocated items of income and gain of such Allocation Period for the Allocation Period (and, if necessary, for subsequent Allocation Periods) equal to that Topaz Member's share of the net decrease in the partner nonrecourse minimum gain. The foregoing is intended to be the "chargeback of partner nonrecourse debt minimum gain" required by Regulation Section 1.704-2(i)(4) and shall be interpreted and applied in all respects in accordance with that Regulation.
Special Tax Allocations. In accordance with Code § 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Company (including, but not limited to, the Property) shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial Book Value (computed in accordance with the definition of Book Value) using the "remedial method" as described in Regulations promulgated under Code § 704(c). In the event the Book Value of any Company asset is adjusted pursuant to subparagraph (ii) of the definition of Book Value, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Book Value in the same manner as under Code § 704(c) and the Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Executive Committee in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 5.4 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Member's Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.
Special Tax Allocations. (a) Allocations of tax credits, tax credit recapture, and any items related thereto (unless otherwise agreed to by the Members) shall be allocated to the Members in accordance with the Sharing Percentages or as otherwise agreed to by all of the Members.
(b) Cost and percentage depletion deductions and the gain or loss on the sale or other disposition of property, the production from which is or would be subject to depletion (“Depletable Property”) shall be computed separately by the Members rather than the Company. For purposes of making such computations, a Member's adjusted basis in each Depletable Property shall be allocated under Code Section 613A(c)(7)(D) in accordance with the Sharing Percentages.
(c) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the Company shall be allocated to the Members in accordance with Code 704(c).
(d) If the Manager determines, after consultation with legal counsel or the certified public accountant for the Company, that the allocation of any item of Company income, gain, loss, deduction, or credit is not specified in this Article 5 (an “unallocated item”), or that the allocation of any item of Company income, gain, loss, deduction, or credit hereunder is clearly inconsistent with the Members' economic interests in the Company (a “misallocated item”), then the company may allocate such unallocated items, or reallocate such misallocated items, to reflect such economic interests.
(e) For purposes of Treasury Regulation 1.752-3(a) (relating to the sharing of partnership “nonrecourse liabilities” among partners for basis purposes), the percentage interests in Company profits shall be the Sharing Percentages.
Special Tax Allocations. Other Allocation Rules; Tax Allocations: Code Section 704(c)...............9 6.4 Allocations in the Event of Transfer................................................................9 6.5
Special Tax Allocations. In accordance with Code § 704(c) and the Treasury Regulations thereunder, income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take into account any variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial Value (computed in accordance with the definition of the term “Value”). In the event the Value of any Company property is adjusted pursuant to the definition of the term “Value”, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take into account any variation between the adjusted basis of such asset for federal income tax purposes and its Value in the same manner as under Code § 704(c) and the Treasury Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Managers in any manner permitted under the Code and the Treasury Regulations. Allocations pursuant to this Section 6.3(a) are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing any Member’s Capital Account or share of Net Profits, Net Losses or other items, or distributions pursuant to any provision of this Agreement. In the event that the Company has taxable income that is characterized as ordinary income under the recapture provisions of the Code, each Member’s distributive share of taxable gain or loss from the sale of Company assets (to the extent possible) shall include a proportionate share of this recapture income equal to that Member’s share of prior cumulative depreciation deductions with respect to the assets which gave rise to the recapture income. In the event of the redemption of all or a portion of any Member’s Units, the Company may (if determined by the Managers in their sole discretion) allocate to such Member, solely for tax purposes, all income, gain, loss and deduction with respect to any property sold to fund such redemption to the fullest extent permitted by the Code. Allocations of tax credit, tax credit recapture, and any items related thereto shall be allocated to the Members according to their interests in such items as determined by the Manager taking into account the principles of Treasury Regulation Section 1.704- 1(b)(4)(ii). Any elections or other decisions relating to such allocations shall be made by the Manager in any m...
